This document represents the Bylaws under which the Vestavia Hills Baseball Club(“VHBC”) is governed. The primary objective of VHBC is to develop a love for the game of baseball, by teaching the skills, sportsmanship, knowledge, and other attributes necessary to truly enjoy the sport in the City of Vestavia Hills.

Article II: VHBC Board Duties and Powers:

Section 1. Reserved Powers. In addition to the powers and authority these Bylaws expressly confer on it, the VHBC Board may exercise all powers of the organization and do all such lawful acts and things necessary and lawful to carry out the purposes of the organization.

Section 2. Work with the Vestavia Hills Parks and Recreation Board to optimize the experience for VHBC participants and ensure Board members, coaches, participants, parents, and game officials comply with the written policies and procedures of the Parks and Recreation Board.

Section 3. Specific Powers and Duties. Without prejudice to the powers conferred by any other provision of these Bylaws, the VHBC Board shall, in addition thereto, have the following specific powers and duties:

Implement, enforce, and make changes as necessary to VHBC rules, including, but not limited to, player eligibility, coaching eligibility, specific equipment and playing rules. The Board reserves the right to establish rules as necessary to preserve the integrity of the VHBC, so long as those rules do not conflict with city and state ordinances or any Parks and Recreation Board written policies.

Select and/or approve VHBC coaches.

To hire a Director of Coaching, a Director of Operations, and/or any other contract worker as needed.

Assign duties to VHBC’s Director of Coaching, Director of Operations, and any other contract worker as needed, to ensure success of the VHBC.

All Board members and Executive Committee members shall enforce VHBC rules concerning good sportsmanship and conduct. These rules include prohibiting the use of alcohol, any tobacco product, any vaping products, any illegal or non-prescription drugs (excluding over the counter medicine), profanity and the harassment of players, coaches, and umpires;

Board members and Executive Committee members shall be willing to help in areas outside of their responsibility when requested to do so by another Board member or the President;

All Board members and Executive Committee members shall serve as positive ambassadors to the community;

From time to time make and change rules consistent with these Bylaws for the management of the property and business of VHBC;

To purchase or otherwise acquire for VHBC any property, rights, and privileges which the organization is authorized to acquire, at prices or consideration and generally on such terms and conditions as the Board shall deem fit and, at its discretion, to pay for the same, either wholly or partly in money, or with other property or with the property of the organization;

To sell, lease, exchange, mortgage, pledge or otherwise dispose of any property of the organization, including disposition of all or substantially all of the property and assets of the organization, for such price or consideration, and generally on such terms and conditions as the Board deems necessary;

During any given term of office, the VHBC President and Treasurer shall jointly have the discretionary right to spend up to $1,500.00 on any single purchase, subject to a maximum of $3,000.00 quarterly for the acquisition of property to be owned by VHBC without full Board approval.

The Treasurer shall have the right to process the annual payment for software subscriptions, websites, payments to game officials (provided the services have been verified), issue refunds as directed by the appropriate Vice-Presidents, as well as issue or process any other payments or expenditures as deemed necessary from the Board.

To raise funds for the VHBC.

ARTICLE III: VHBC Board Meetings

Section 1. VHBC Board meetings are to be held on a regular basis, with the date and time of the meetings to be determined by the President. An Annual meeting shall be held within ninety days of the close of the fiscal year (June 30.) Meetings may be held only when there is a quorum of the current voting members of the Board present, but only if all Board members were given sufficient notice. A quorum is defined by these Bylaws as being one more than half of the current voting Board members. A quorum is required for any action to be taken by the Board.

Section 2. Once a quorum has been established, any and all official action taken by the Board requires majority vote of all voting Board members in attendance at the designated meeting of the VHBC Board, unless otherwise specified herein.

Section 3. The President, or at least two (2) vice-presidents of the Board, may call a special board meeting. Written, E-mail, or oral notice to all voting Board members stating the time and place of the meeting shall be delivered to each person entitled to vote at such meeting, not less than two days prior to the date of the meeting.

Section 4. Any coach, parent, or guardian of a current registered player, may, by letter or E-mail addressed to the President, petition the Board for consideration of any matter relating to the purpose and operation of VHBC.

Section 5. The liaison of the City of Vestavia Hills Parks and Recreation Board shall be invited to attend all meetings of the Board of Directors and Executive Committee.

ARTICLE IV: Board of Directors

Section 1. The management of the VHBC shall be vested with the VHBC Board of Directors. The Board shall consist of a:

5th Vice-President (Player, Coach, and Umpire Development: Assist the Director of Coaching and Director of Umpires with Player, Coaches, and Umpire Clinics and Other Duties as Needed)

Treasurer

Secretary

Most recent former VHBC President if he or she is willing to serve

Section 2. In the event a vacancy occurs in the office of President prior to the end of his or her term, the 1st Vice- President will automatically succeed to the office of President. If there is a vacancy in the office of 1st Vice-President, the 2nd Vice President will succeed to the office of President. The office of 1st Vice-President shall be filled at its next Board meeting according to the Board’s Bylaws and rules.

Section 3. The Board shall manage, regulate, and control the activities and general affairs of the VHBC. It will approve the Executive Committee and any other committees as necessary. The Board may add and delete positions on the Executive Committee as needed by majority vote.

Section 4. The Board shall have the authority, by 2/3 vote of the current voting members of the Board, to expel or ask for the resignation of any Board member or Executive Committee member for inactivity or conduct unbecoming a Board member or Executive Committee member of VHBC. Inactivity will consist of 2 missed regularly scheduled meetings in a row. 75% attendance at Board meetings per year will be required. Consideration for the removal from office shall be held in a closed session, not open to the public.

Section 5. Any member of the Board or Executive Committee member resigning for any reason shall do so in writing to the Secretary, with one copy to be sent to the President.

Section 6. The Board shall have the sole discretion to accept or deny any request to participate in any or all the activities related to VHBC adhering to written policies of The Vestavia Hills Parks and Rec Board.

Section 7. All new nominees to the Board of Directors shall have served at least one year as a member of the Executive Committee unless all current members of the Executive Committee decline to fill vacancies on the Board of Directors. In this event, a former Executive Committee member or former member of the Board of Directors may fill any vacancy. If no one agrees to serve a head coach may be enlisted. An exception may be made for treasurer because of the unique skills required for this position. (During the first year of VHBC, comparable service on the VHYB Board shall satisfy requirements for nominations).

Section 8. By a simple majority vote, the Board of Directors may call a closed session. The Liaison of the Parks and Rec Board will be invited to attend closed sessions.

Section 9. Members of the Board of Directors must be residents of the City of Vestavia Hills.

ARTICLE V: Executive Committee

Section 1. The Executive Committee shall be comprised of coordinator for each individual age group ages 6 through 10. Additionally, there shall be one member for each of the following designations: 11U preformed, 12U preformed, 11/12U Rec, 13 developmental, 14 developmental and 13/14U Rec. There will also be one member for combined ages 4 and 5 tee ball.

Section 2. Executive Committee members shall have limited voting privileges. All members of the Board of Directors and Executive Committee will vote on changes to playing rules for all ages. On all other items, the Executive Committee members shall only vote on matters specific to their individual age group.

Section 3. Executive Committee members shall be responsible for the implementation of the baseball league(s) for their respective age groups, including recommendation of coaches, player evaluations where applicable, draft of players where applicable, communication of scores, and any other duty as decided by the Board of Directors.

Section 4. The Executive Committee shall meet with the Board of Directors on a regular basis during the Fall and Spring season as determined by the Board of Directors.

Section 5. Members of the Executive Committee must be residents of the City of Vestavia Hills.

Article VI: Terms of Office and Election of Board of Directors and Executive Committee

Section 1. The term of each Board of Directors and members of the Executive Committee of the VHBC will begin on July 1 and will end on June 30 of the following year.

Section 2. Unless otherwise set out in these Bylaws or the rules of Board, election of new VHBC Board members and Executive Committee members will occur in May or June of each year at a date set by the Board. Members of the VHBC Board and Executive Committee shall reside within the city limits of Vestavia Hills. VHBC shall elect Board members and Executive Committee members annually.

Section 3. Unless otherwise set out in these Bylaws or the rules of Board, the Board shall appoint a nominating committee of at least three and no more than four members, (excluding the President), no less than forty-five (45) days prior to the election date, for the purpose of selecting and submitting a slate of nominations for members of the Board of Directors and the Executive Committee for the following year.

Section 4. Unless otherwise provided in these by-laws, the members and community shall be notified of the nominated slate of nominations and the date of the election by posting the information on the VHBC’s website at least fifteen (15) days prior to the election. Any parent or guardian of a minor who is a resident of Vestavia Hills that participated in the VHBC in the current calendar year can make additional nominees to the slate of nominations. The parent/guardian must send a written communication via email to the President at least five (5) business days prior to the June meeting of VHBC. The nominees will be voted on at the June meeting. The nominees will be elected by a simple majority of the parents/guardians of players in the most recent Spring season who are Vestavia Hills residents present at the June meeting, not to exceed two votes per family.

Section 5. If a vacancy occurs on the Board of Directors or the Executive Committee prior to the end of the term, the Board shall have the power to elect an interim member of the Board or Executive Committee to serve out the remainder of the individual’s term.

ARTICLE VII: Duties of Board of Directors and Executive Committee

Section 1. President- The President’s primary responsibility is to direct the VHBC program in a manner that will result in a recreation outlet being provided for as many children as possible. Additionally, the President’s responsibility is to encourage all officials, workers, and children in the program to abide by the rules of good sportsmanship.

List of Responsibilities:

Preside over all VHBC functions & general meetings.

Supervise, guide, and direct VHBC’s Director of Coaching, Director of Baseball Operations, and any other contract worker to make sure the goals and directives of the Board are being implemented.

Represent the VHBC in signing all written contracts.

Assure that all VHBC rules are followed.

Represent the VHBC at public functions, including, but not limited to, appearances before civic groups and school and government officials.

Recommend long-term goals for the VHBC.

Attend, or appoint a representative to attend on his or her behalf, all meetings of any regional association or league of which VHBC is a participant.

Attend all meetings of the Vestavia Hills Park and Recreation Board, or appoint a representative from the current VHBC Board, to attend all meetings of the Vestavia Hills Park and Recreation Board.

Fulfill the duties of the 1st Vice President if a person cannot be enlisted to serve.

Section 2. 1st through 5th Vice Presidents- List of Responsibilities:

Supervise respective age groups and provide any direction and assistance required

Work with the Director of Baseball Operations in any necessary capacity.

Work with the Director of Coaching to ensure that VHBC coaches and players are being properly cultivated.

Nominate a VHBC representative for individual age groups (if applicable)

Section 3. Treasurer- List of Responsibilities:

Receive and disburse moneys as directed by the Board, or in accordance with these Bylaws.

Work with the Director of Baseball Operations to ensure game officials are paid timely and accurately.

Maintain accurate financial records of all monetary transactions of the VHBC.

Provide a current financial report at each regularly scheduled meeting of the Board or at any other such time as deemed appropriate by the President.

Present expenditures to the Board of VHBC bills at regularly scheduled meetings.

Assume responsibility for collection of all revenues and reports outstanding revenues due to the VHBC.

Oversee check signing in accordance with the Parks and Recreation Board written financial control policies.

Fulfill written reporting requirements of the City of Vestavia Hills Parks and Recreation Board.

Section 4. Secretary- List of Responsibilities:

Keep written records of all meetings and retain all other documentation associated with the VHBC, such as By-laws, articles of incorporation, contracts, etc.

Keeps written record of each Board meeting in the form of minutes.

Present written copies of preceding meeting minutes at each regularly scheduled meeting and make available a copy of all previous meetings.

Maintain copies of all VHBC records.

Inform the Board of all correspondence and distributes it to the Board accordingly.

Present to the Board of Directors a recommendation for a photographer to take team pictures for appropriate age groups.

Order trophies for World Series.

Order uniforms.

Section 5. Executive Committee- List of Responsibilities:

Ensure fairness and equity in the selection of teams with players and coaches for individual age groups.

Make recommendations to the board on all coaching positions within the VHBC.

Inform all coaches of VHBC and Vestavia Hills Parks and Recreation’s coaching policies/procedures and oversee the implementation of these policies/procedures.

Investigate and report any coaching problems to the Board of Directors.

Attend games and ensure proper conduct is maintained by coaches, players, and spectators and that VHBC rules are being followed.

Appoint League Directors to assist in the above duties.

Section 6. General Duties

The members of the Board of Directors and Executive Committee shall adhere to all written policies of the Parks and Recreation Board of the City of Vestavia Hills.

ARTICLE VIII: Selection of Head Coaches

Section 1. All coaches shall be selected pursuant to the rules of the VHBC and are subject to applicable polices of the Vestavia Hills Parks and Recreation Board. All paid coaches must be approved by the VHBC Board and are subject to the Vestavia Hills Parks and Recreation written policies.

ARTICLE IX: Amendments

Section 1. Unless otherwise provided in these By-laws, these Articles and Bylaws may be added to, modified, or amended only by a vote in favor of the proposed amendment by three fourths vote of members present at a regular or called meeting of the VHBC Board of Directors. The changes take effect upon approval by the Parks and Recreation Board of the City of Vestavia Hills.